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NOTICE OF 43RD ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 43rd Annual General Meeting of Ardova Plc will hold at Southern Sun Hotel, 47 Alfred Rewane Road, Ikoyi, Lagos on Tuesday 27 September 2022 at 10am to transact the following business: 

 

ORDINARY BUSINESS 

 

1.            To lay before the members in the general meeting, the Audited Financial Statements with the Statement of Profit or Loss and other Comprehensive Income for the year ended 31 December 2021, the Report of the Directors, the Report of the Auditors and Statutory Audit Committee thereon.

 

2.            To re-elect Mr. AbdulWasiu Sowami and Mr. Olusola Adeeyo to the Board of Directors as Directors whose terms expire in accordance with Articles 88 and 89 of the Company’s Articles of Association.

 

3.            To authorize the Directors to fix the remuneration of the External Auditors for the ensuing year.

 

4.            To elect/re-elect the members of the Statutory Audit Committee.

 

5.            To disclose the remuneration of managers of the Company in accordance with Section 257 of CAMA.

 

SPECIAL BUSINESS

 

To consider and if thought fit, pass the following resolutions as Ordinary Resolutions:

  

6.            To fix the remuneration of the Directors.

 

7.              

A.      To renew the general mandate authorizing the Company to enter recurrent transactions which are of a trading nature or those necessary for its day-to-day operations with related parties or companies in accordance with the Rule 20.8 of the Rulebook of the Nigerian Exchange Limited 2015: Issuer’s Rules, governing transactions with related parties or interested persons on normal commercial terms consistent with the Company’s transfer pricing policy.

 

8.              

A.      That the Directors be and are hereby authorized to take all steps necessary to comply with the requirements of Section 124 of the Companies and Allied Matters Act 2020 and the Companies Regulations 2021, as it relates to unissued shares of the Company, including the cancellation of 2,689,370,733 unissued ordinary shares of the Company; and

 

B.      That the Directors be and are hereby authorized to enter into and execute agreements, deeds, notices or any other documents, and to perform all acts and to do all such other things necessary for or incidental to giving effect to Resolution 8(A) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.

 

 

9.             To consider and if thought fit pass the following as special resolutions:

A.      That pursuant to resolutions 8 above, the Directors be and are hereby authorized to amend Clause 5 of the Memorandum of Association and Article 3 of the Articles of Association of the Company, as necessary to reference only the issued shares in the share capital of the Company.

 

B.      That the Directors be and are hereby authorized to enter into and execute agreements, deeds notices or any other documents and to perform all acts and to do all such other things necessary for or incidental to giving effect to Resolution 9(A) above, including without limitation, appointing such professional parties, consultants and advisers and complying with the directives of the regulatory authorities.

 

 

Dated 22nd of August 2022.

 

BY ORDER OF THE BOARD

 

 

 

OLADEINDE NELSON - COLE

Company Secretary 

FRC/2019/00000019918

1 AP/Conoil Road, Ijora, Lagos.  

 

NOTES

Relevant documents in connection with the Meeting are available to all Shareholders from the date of this notice on the Company’s Website www.ardovaplc.com

 

PROXY 

Members of the Company, entitled to attend and vote, are entitled to appoint proxies to attend and vote in their stead. A proxy need not be a member of the Company. A proxy form is provided with this Annual Report and Financial Statement. To be valid for the purpose of the meeting, the form must be completed and deposited at the office of the Registrars, Veritas Registrars Limited, not later than 48 hours before the time appointed for holding the meeting. Copies may be downloaded from either www.ardovaplc.com or www.veritasregistrars.com

 

Due to the safety challenges posed by the COVID-19 pandemic, public safety, the Company has under the guidelines issued by the Corporate Affairs Commission (CAC), obtained the approval of the CAC to hold the Annual General Meeting by proxy. Members are hereby informed, that the Annual General Meeting shall only be held by proxy in line with the said guidelines. The proceedings of the meeting shall also be streamed live.

 

NOMINATED PROXIES

In view of the above, Members entitled to vote are advised to appoint any of the under listed proxies to attend and vote in their stead:

 

1.      Mr. AbdulWasiu Sowami

2.      Sir Sunny Nwosu

3.      Mrs. Adebisi Oluwayemisi Bakare

4.      Mr. Job Onwughara

5.      Mr. Safiu Okunola

6.      Mr. Lawrence Oguntoye

7.      Mr. Patrick Ajudua

8.      Mr. Boniface Okezie

9.      Pastor Samson Olusegun Olagoke

10.  Mrs. Funke Esther Augustine

11.  Mr. Eric Akinduro

12.  Mrs. Efunyemi Obideyi

13.  Chief Matthew Akinlade

14.  Mrs. Nike David

 

Each Member is to appoint a Proxy by ticking the relevant box in the Proxy Form attached hereto to indicate how his/her vote is to be cast for each proposed resolution on the agenda.

 

For the appointment to be valid, a completed and duly stamped proxy form by the Commissioner of Stamp Duties must be deposited at the office of the Registrar, Veritas Registrars Limited, at Plot 89A Ajose Adeogun Street, Victoria Island, Lagos or submitted via their email addresses enquiry@veritasregistrars.com or veritasregistrars@veritasregistrars.com not less than 48 hours before the time fixed for the meeting.  

 

The cost of stamp duties would be borne by the Company. Each duly completed proxy form shall be counted as one.

 

APPOINTMENT OF MEMBERS OF THE STATUTORY AUDIT COMMITTEE 

In accordance with Section 404(3) of the Companies and Allied Matters Act 2020, the Audit Committee shall consist of five members comprising of three Shareholders and two Non-Executive Directors. Section 404(6) of the Act also provides that any member may nominate a shareholder as a member of the Audit Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting. Nominees to the Statutory Audit Committee must be compliant with the laws, rules and regulations guiding listed companies in Nigeria. Accordingly, we would, therefore, request that the nominations be accompanied by a copy of the nominee’s curriculum vitae.

 

RE-ELECTION OF DIRECTORS

In accordance with Articles 88 and 89 of the Company’s Articles of Association, the Directors retiring by rotation are Mr. AbdulWasiu Sowami and Mr. Olusola Adeeyo and being eligible offer themselves for re-election. The profiles of the above-named Directors are available for viewing in the annual reports.

 

RIGHT TO ASK QUESTIONS

Members have a right to ask questions in writing prior to the meeting, on their observations or concerns arising from the Annual Report and Financial Statement for the year ended December 31, 2021, provided that such questions in writing are submitted no later than 19th September 2022. For ease of submission a dedicated email address, shareholders@ardovaplc.com has been created to receive submissions from shareholders.

 

UNCLAIMED DIVIDENDS

All shareholders with “unclaimed dividends” should address their claim(s) to the Registrars, Veritas Registrars Limited, Plot 89A Ajose Adeogun Street, Victoria Island, Lagos. Members are encouraged to download the e-dividend mandate form from the Registrars’ website at www.veritasregistrars.com, execute same with their banks and send to the Registrars to update their records for automatic posting of dividends.

 

Due to the volume involved, the list of all unclaimed dividends is hosted on the Company’s Website www.ardovaplc.com for your attention and necessary action.

 

SPECIAL BUSINESS

The CAC has approved that the matters under Special Business be tabled at the Annual General Meeting.

 

DISCLOSURE REQUIREMENT

CAMA has introduced “Disclosure of Remuneration of Managers” to the ordinary business of the Annual General Meeting. The Corporate Guidelines 2021 (Guidelines) issued by the CAC has defined a ‘Manager’ in relation to disclosure of remuneration at the Annual General Meeting to include any person by whatever name called occupying a position in senior management and who is vested with significant autonomy, discretion and authority in the administration and management of the affairs of a Company (whether in whole or in part). The remuneration of Managers as defined in the Guidelines is stated on Note 31 of the Annual Report.

 

LIVE STREAMING OF THE AGM

The Meeting will be streamed live online to enable Shareholders and other Stakeholders who will not be attending the meeting physically to also be part of the proceedings. The link for the live streaming of the meeting will be made available on the Company’s website at www.ardovaplc.com

 

CLOSURE OF REGISTER

The Register of Members will be closed from 15th of September 2022 to 22nd of September 2022 (inclusive of both days) to enable the Registrar to update the Register of Members.

 

E-REPORT

The Company’s Annual Reports are available online for viewing and downloading from our website at www.ardovaplc.com or the Registrar’s website at www.veritasregistrars.com